UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer


Pursuant to Rule 13a-16 or 15d-16 of the Securities
Exchange Act of 1934

Date of Report: November 12, 2015

Commission File Number : 001-33701

Fly Leasing Limited
(Exact Name of registrant as specified in its charter)


West Pier
Dun Laoghaire
County Dublin, Ireland
(Address of principal executive office)

Indicate by check mark whether registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 
Form 20-F
X
 
Form 40-F
   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____




The following document, which is attached as an exhibit hereto, is incorporated by reference herein.
 
Exhibit
Title
   
99.1
Press release of Fly Leasing Limited, dated November 12, 2015.

2

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
Fly Leasing Limited
   
(Registrant)
     
Date:
November 12, 2015
By:
/s/ Colm Barrington
     
Colm Barrington
Chief Executive Officer and Director

3

EXHIBIT INDEX
 
 
Exhibit
Title
   
99.1
Press release of Fly Leasing Limited, dated November 12, 2015.
 
4




 
 
FLY LEASING REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS AND ANNOUNCES SHARE REPURCHASE PROGRAM
 
Dublin, Ireland, November 12, 2015 – Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced its financial results for the third quarter of 2015 and a $100 million share repurchase program.
 
Third Quarter 2015 Highlights
·
Adjusted net income of $32.3 million, or $0.78 per share
·
Net income of $19.9 million, or $0.47 per share
·
Invested $214 million in new aircraft
·
Completed sales of 15 aircraft
·
Executed an agreement to sell 12 older aircraft

Tender Offer and Share Repurchase Program
·
$75 million modified Dutch auction tender offer
·
$25 million open market repurchase program
·
$10 million in additional open market purchases by BBAM shareholders
·
These initiatives replace the dividend
 
“Our third quarter results demonstrate our progress in selling older and underperforming assets, enhancing our fleet metrics and reducing costs,” said Colm Barrington, FLY’s CEO. “Today we announced the next step in FLY’s transformation: a $100 million share repurchase program that will replace our dividend. The tender offer and open market share repurchase announced today will accelerate the return of capital to shareholders and will drive improved return on equity and earnings per share for FLY.”

“We have entered into agreements to sell a total of 57 aircraft with an average age of 13 years,” added Barrington. “Aircraft sales, combined with our purchase of seven newer aircraft, have reduced our average fleet age to seven years at quarter end, a decrease of one year over the prior quarter. We have also improved our cost structure by driving lower annual SG&A and interest expense.”

“Our aircraft sales have generated significant levels of investible cash, enabling us to simultaneously invest in newer, higher yielding aircraft and accelerate the return of capital to our shareholders,” added Barrington. “With our younger fleet, the financial firepower to carry out our growth strategy and our new initiatives, FLY will continue to grow the value of the business for our shareholders.”


 
Financial Results
 
FLY is reporting net income of $19.9 million or $0.47 per diluted share for the third quarter of 2015. This compares to net income of $15.4 million or $0.37 per diluted share for the same period in 2014.

Total revenues increased to $106.2 million. Operating lease rental revenue for the third quarter of 2015 was $104.4 million, compared to $98.0 million for the same period in the previous year, an increase of 7%. The increase was driven primarily by recently acquired aircraft and improved utilization. Revenues include $27.7 million of rents from aircraft that are contracted to be sold.

The net loss for the nine month period ended September 30, 2015 was $21.1 million, or $0.53 per share. This compares to net income of $40.6 million, or $0.95 per share, for the same period in 2014.  The current year loss reflects a non-cash $65.4 million impairment charge taken in the second quarter. The prior year results included $18.0 million of end of lease income and $18.9 million of gain on sale of aircraft.  For the current year, end of lease income was $26.9 million and gain on sale of aircraft totaled $9.1 million.

Adjusted Net Income

Adjusted Net Income for the third quarter of 2015 was $32.3 million, or $0.78 per share, as compared to $22.8 million, or $0.55 per share, for the same period in 2014.  For the nine month period ended September 30, 2015, Adjusted Net Income was $68.4 million, or $1.65 per share, as compared to $58.6 million, or $1.42 per share, for the same period in 2014.

Dividend and Share Repurchases

FLY announced today that its Board of Directors approved a $100 million share repurchase plan, including a $75 million modified Dutch auction tender offer, replacing its dividend. The share repurchases will be funded using FLY’s unrestricted cash. The $25 million open market share repurchase plan will be authorized through the end of 2016 and may be suspended or discontinued at any time. BBAM shareholders have informed FLY's Board that they intend to acquire an additional $10 million of shares in the open market following the tender offer.

Under FLY’s previously authorized share repurchase program, through September 30, 2015, the company repurchased 141,773 shares at an average price of $13.01 per share for a total cost of approximately $1.9 million. Subsequent to quarter end, FLY acquired an additional 279,556 shares through November 11, 2015, for a total aggregate of 421,329 shares and a total cost of $5.5 million.

On October 15, 2015, FLY declared a dividend of $0.25 per share in respect of the third quarter of 2015. This dividend will be paid on November 20, 2015 to shareholders of record on October 30, 2015.

Financial Position

At September 30, 2015, FLY’s total assets were $4.0 billion, and include $2.6 billion of flight equipment held for operating lease and $796.1 million of flight equipment held for sale.  The aircraft classified as held for sale are subject to sale agreements and are expected to be sold over the next few months.

2


Total cash at September 30, 2015 was $564.6 million, of which $378.9 million is unrestricted.  This compares to total cash of $476.7 million at December 31, 2014, of which $337.6 million was unrestricted.  At September 30, 2015, FLY owned 13 unencumbered aircraft with a net book value of $532.2 million, of which two were held for sale with a net book value of $50.2 million. 

Aircraft Portfolio

At September 30, 2015, FLY’s 83 aircraft held for operating lease, shown in the table below, were on lease to 43 lessees in 26 countries. The table does not include 33 aircraft that were held for sale at September 30, 2015 or the two B767 aircraft owned by a joint venture in which FLY has a 57% interest.

Portfolio at
Sep 30, 2015
Dec 31, 2014
Airbus A319
10
18
Airbus A320
14
27
Airbus A321
3
3
Airbus A330
3
4
Airbus A340
3
3
Boeing 737
38
57
Boeing 747
-
1
Boeing 757
9
11
Boeing 767
1
1
Boeing 777
1
1
Boeing 787
1
1
Total
83
127


At September 30, 2015, the average age of FLY’s aircraft held for operating lease, weighted by the net book value of each aircraft, was 7.0 years. The average remaining lease term was 5.9 years, also weighted by net book value. At September 30, 2015, the 83 aircraft were generating annualized rents of approximately $301 million.

Conference Call and Webcast

FLY’s senior management will host a conference call and webcast to discuss these results at 9:00 a.m. U.S. Eastern Time on Thursday, November 12, 2015.  Participants should call +1-253-237-1145 (International) or 800-535-7056 (North America) and enter confirmation code 55763805 or ask an operator for the FLY Leasing earnings call. A live webcast of the conference call will be also available in the investor section of FLY’s website at www.flyleasing.com. An archived webcast will be available for one year.

3


Information Regarding the Planned Tender Offer

The discussion of the planned tender offer is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any FLY shares. The tender offer described in this press release has not yet commenced, and there can be no assurance that FLY will commence the tender offer on the terms described in this press release or at all. If FLY commences the tender offer, the tender offer will be made solely by an Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented. Shareholders and investors are urged to read any Tender Offer Statement on Schedule TO, filed by FLY with the Securities and Exchange Commission (the “SEC”) in connection with the tender offer including the Offer to Purchase, the related Letter of Transmittal and other offer materials and exhibits thereto, as well as any amendments or supplements to the Schedule TO when they become available, because they will contain important information. If FLY commences the tender offer, it will file each of the documents referenced in this paragraph with the SEC, and, when available, investors may obtain them for free from the SEC at its website (www.sec.gov) or from the information agent engaged by FLY in connection with the tender offer.
 
About FLY

FLY is a global aircraft leasing company with a fleet of modern, high-demand and fuel-efficient commercial jet aircraft. FLY acquires and leases its aircraft under multi-year operating lease contracts to a diverse group of airlines throughout the world. FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing.
4


Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, financial performance and the planned tender offer and repurchase program. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks. FLY expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.

# # #

Contact:
Matt Dallas
FLY Leasing Limited
+1 203-769-5916
ir@flyleasing.com

5


FLY Leasing Limited
Consolidated Statements of Income
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
Three months ended
Sep. 30, 2015
(Unaudited)
   
Three months ended
Sep. 30, 2014
(Unaudited)
   
Nine months ended
Sep. 30, 2015
(Unaudited)
   
Nine months ended
Sep. 30, 2014
(Unaudited)
 
Revenues
               
   Operating lease rental revenue
 
$
104,356
   
$
97,984
   
$
310,910
   
$
283,095
 
   End of lease revenue
   
1,270
     
14,181
     
26,882
     
18,035
 
   Amortization of lease incentives
   
(6,845
)
   
(6,149
)
   
(15,638
)
   
(13,370
)
   Amortization of lease premiums, discounts and other
   
(461
)
   
(934
)
   
(2,047
)
   
(3,085
)
Operating lease revenue
   
98,320
     
105,082
     
320,107
     
284,675
 
   Equity earnings from unconsolidated subsidiary
   
353
     
364
     
1,034
     
2,105
 
   Gain on sale of aircraft
   
7,188
     
23
     
9,085
     
18,878
 
   Interest and other income
   
378
     
74
     
1,381
     
718
 
Total revenues
   
106,239
     
105,543
     
331,607
     
306,376
 
Expenses
                               
   Depreciation
   
32,529
     
43,960
     
132,265
     
126,488
 
   Aircraft impairment
   
     
     
65,398
     
 
   Interest expense
   
36,195
     
33,683
     
112,724
     
102,127
 
   Net (gain) loss on debt modification and extinguishment
   
3,206
     
     
9,375
     
(3,995
)
   Selling, general and administrative
   
7,795
     
9,876
     
26,632
     
30,820
 
   Ineffective, dedesignated and terminated derivatives
   
3,190
     
(149
)
   
4,682
     
(117
)
   Maintenance and other costs
   
1,737
     
680
     
4,400
     
4,674
 
Total expenses
   
84,652
     
88,050
     
355,476
     
259,997
 
Net income (loss) before provision for
income taxes
   

21,587
     

17,493
     
(23,869
)
   

46,379
 
   Provision (benefit) for income taxes
   
1,658
     
2,132
     
(2,809
)
   
5,781
 
Net income (loss)
 
$
19,929
   
$
15,361
   
$
(21,060
)
 
$
40,598
 
Weighted average number of shares
                               
-  Basic
   
41,462,995
     
41,432,998
     
41,451,035
     
41,395,847
 
-  Diluted
   
41,544,423
     
41,463,474
     
41,451,035
     
41,434,681
 
Earnings per share
                               
-  Basic
 
$
0.48
   
$
0.37
   
$
(0.53
)
 
$
0.95
 
-  Diluted
 
$
0.47
   
$
0.37
   
$
(0.53
)
 
$
0.95
 
Dividends declared and paid per share
 
$
0.25
   
$
0.25
   
$
0.75
   
$
0.75
 

6


FLY Leasing Limited
Consolidated Balance Sheets
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
Sep. 30, 2015
(Unaudited)
   
Dec. 31, 2014
(Audited)
 
Assets
       
   Cash and cash equivalents
 
$
378,872
   
$
337,560
 
   Restricted cash and cash equivalents
   
185,722
     
139,139
 
   Rent receivables
   
2,549
     
4,887
 
   Investment in unconsolidated subsidiary
   
7,045
     
4,002
 
   Flight equipment held for sale, net
   
796,113
     
 
   Flight equipment held for operating lease, net
   
2,575,246
     
3,705,407
 
   Fair market value of derivative assets
   
     
2,067
 
   Other assets, net
   
20,867
     
31,608
 
Total assets
 
$
3,966,414
   
$
4,224,670
 
Liabilities
               
   Accounts payable and accrued liabilities
 
$
31,494
   
$
18,431
 
   Rentals received in advance
   
16,972
     
19,751
 
   Payable to related parties
   
6,620
     
2,772
 
   Security deposits
   
55,176
     
64,058
 
   Maintenance payment liability
   
254,114
     
254,514
 
   Unsecured borrowings, net
   
690,695
     
689,452
 
   Secured borrowings, net
   
2,106,679
     
2,335,328
 
   Deferred tax liability, net
   
12,510
     
16,289
 
   Fair market value of derivative liabilities
   
28,919
     
23,311
 
   Other liabilities
   
62,555
     
41,890
 
Total liabilities
   
3,265,734
     
3,465,796
 
Shareholders’ equity
               
   Common shares, $0.001 par value, 499,999,900 shares authorized; 41,327,300 and 41,432,998 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively    
41
      41  
   Manager shares, $0.001 par value; 100 shares authorized, issued and outstanding
   
     
 
   Additional paid in capital
   
656,864
     
658,522
 
   Retained earnings
   
64,409
     
117,402
 
   Accumulated other comprehensive loss, net
   
(20,634
)
   
(17,091
)
Total shareholders’ equity
   
700,680
     
758,874
 
Total liabilities and shareholders’ equity
 
$
3,966,414
   
$
4,224,670
 

7


FLY Leasing Limited
Consolidated Statements of Cash Flows
(DOLLARS IN THOUSANDS)

     
Nine months ended
Sep. 30, 2015
(Unaudited)
       
Nine months ended
Sep. 30, 2014
(Unaudited)
   
Cash Flows from Operating Activities
       
Net income (loss)
 
$
(21,060
)
 
$
40,598
 
Adjustments to reconcile net income to net cash flows provided by operating activities:
               
Equity in earnings from unconsolidated subsidiary
   
(1,034
)
   
(2,105
)
Gain on sale of aircraft
   
(9,085
)
   
(18,878
)
Depreciation
   
132,265
     
126,488
 
Aircraft impairment
   
65,398
     
 
Amortization of debt discounts and loan issuance costs
   
9,080
     
9,307
 
Amortization of lease incentives
   
15,638
     
13,370
 
Amortization of lease discounts, premiums and other items
   
1,800
     
2,112
 
Amortization of fair market value adjustments associated with the GAAM acquisition
   
2,884
     
4,953
 
Net (gain) loss on debt modification and extinguishment
   
7,307
     
(4,048
)
Share-based compensation
   
195
     
(50
)
Unrealized foreign exchange loss on cash balances
   
119
     
284
 
Unrealized foreign exchange gain on debt and other items
   
(812
)
   
 
Provision for deferred income taxes
   
(3,302
)
   
5,781
 
Unrealized loss on derivative instruments
   
3,562
     
(117
)
Security deposits and maintenance payment liability relieved
   
(27,118
)
   
(17,223
)
Distribution from unconsolidated subsidiary
   
     
5,149
 
Changes in operating assets and liabilities:
               
Rent receivables
   
5,251
     
(3,494
)
Other assets
   
1,708
     
1,549
 
Payable to related parties
   
(7,912
)
   
(4,450
)
Accounts payable and accrued liabilities
   
11,260
     
5,084
 
Rentals received in advance
   
(2,779
)
   
1,139
 
Other liabilities
   
11,262
     
6,129
 
Net cash flows provided by operating activities
   
194,627
     
171,578
 
Cash Flows from Investing Activities
               
Investment on unconsolidated subsidiary
   
(2,009
)
   
 
Distribution from unconsolidated subsidiary
   
     
1,484
 
Purchase of flight equipment
   
(366,772
)
   
(643,950
)
Proceeds from sale of aircraft, net
   
527,898
     
88,617
 
Payment for aircraft improvement
   
(7,495
)
   
(8,698
)
Payments for maintenance
   
(16,653
)
   
(4,034
)
Net cash flows provided by (used in) investing activities
   
134,969
     
(566,581
)

8


    
Nine months ended
Sep. 30, 2015
(Unaudited)
   
Nine months ended
Sep. 30, 2014
(Unaudited)
 
Cash Flows from Financing Activities
       
Restricted cash and cash equivalents
   
(46,583
)
   
43,292
 
Security deposits received
   
7,882
     
10,558
 
Security deposits returned
   
(7,448
)
   
(2,578
)
Maintenance payment liability receipts
   
63,865
     
68,203
 
Maintenance payment liability disbursements
   
(33,901
)
   
(44,413
)
Proceeds from termination of interest rate swaps
   
23
     
 
Debt issuance costs
   
(917
)
   
(1,390
)
Proceeds from secured borrowings
   
147,276
     
165,942
 
Repayment of secured borrowings
   
(384,576
)
   
(135,264
)
Shares repurchased
   
(1,853
)
   
 
Dividends
   
(31,084
)
   
(31,034
)
Dividend equivalents
   
(849
)
   
(1,235
)
Net cash flows provided by (used in) financing activities
   
(288,165
)
   
72,081
 
      Effect of exchange rate changes on cash and cash equivalents
   
(119
)
   
(284
)
Net increase (decrease) in cash
   
41,312
     
(323,206
)
Cash at beginning of period
   
337,560
     
404,472
 
Cash at end of period
 
$
378,872
   
$
81,266
 
                 
Supplemental Disclosure:
               
Cash paid during the period for:
               
Interest
 
$
91,408
   
$
83,833
 
Taxes
   
157
     
156
 
Noncash Activities:
               
Security deposits applied to maintenance payment liability and rent receivables
   
3,292
     
1,598
 
Maintenance payment liability applied to rent receivables
   
2,523
     
 
Other liabilities applied to maintenance payment liability and rent receivables
   
240
     
979
 
Noncash investing activities:
               
Aircraft improvement
   
1,693
     
3,035
 
Noncash activities in connection with purchase of aircraft
   
20,344
     
26,002
 
Noncash activities in connection with sale of aircraft
   
36,595
     
12,479
 

9


FLY Leasing Limited
Reconciliation of Non-GAAP Measures
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
Three months ended
Sep. 30, 2015
(Unaudited)
   
Three months ended
Sep. 30, 2014
(Unaudited)
   
Nine months ended
Sep. 30, 2015
(Unaudited)
   
Nine months ended
Sep. 30, 2014
(Unaudited)
 
Net income (loss)
 
$
19,929
   
$
15,361
   
$
(21,060
)
 
$
40,598
 
Adjustments:
                               
   Aircraft impairment
   
     
     
65,398
     
 
   Amortization of debt discounts and loan issue costs
   
3,123
     
3,068
     
9,080
     
9,307
 
   Amortization of lease premiums, discounts and other
   
479
     
707
     
1,800
     
2,112
 
   Amortization of fair value adjustments recorded in purchase accounting
   
748
     
1,422
     
2,884
     
4,953
 
   Net (gain) loss on debt modification and extinguishment
   
3,206
     
     
9,375
     
(3,995
)
   Non-cash share based compensation
   
     
(14
)
   
195
     
(50
)
   Unrealized foreign exchange (gain) loss
   
67
     
304
     
(693
)
   
284
 
   Deferred income taxes
   
1,513
     
2,059
     
(3,302
)
   
5,542
 
   Ineffective, dedesignated and terminated derivatives
   
3,190
     
(149
)
   
4,682
     
(117
)
Adjusted Net Income
 
$
32,255
   
$
22,758
   
$
68,359
   
$
58,634
 
Average Shareholders’ Equity
 
$
699,530
   
$
752,107
   
$
729,777
   
$
753,491
 
Adjusted Return on Equity
   
18.4
%
   
12.1
%
   
12.5
%
   
10.4
%
                                 
Weighted average diluted shares outstanding
   
41,544,423
     
41,463,474
     
41,451,035
     
41,434,681
 
Adjusted Net Income per share
 
$
0.78
   
$
0.55
   
$
1.65
   
$
1.42
 

FLY defines Adjusted Net Income as net income plus or minus (i) non-cash impairment charges; (ii) non-cash amortization of debt discounts, loan issuance costs, lease premiums and discounts, and other items; (iii) adjustments related to the GAAM portfolio acquisition comprised primarily of amortization of fair value adjustments recorded in purchase accounting; (iv) gain and losses from debt modification and extinguishment; (v) non-cash share-based compensation; (vi) unrealized foreign exchange gains and losses; (vii) deferred income taxes; and (viii) the ineffective portion and charges associated with cash flow hedges.  Adjusted return on equity is calculated by dividing Adjusted Net Income by the average shareholders’ equity for the periods presented.  For periods of less than one year, the resulting return is annualized.
 
FLY uses Adjusted Net Income and Adjusted Return on Equity to assess our core operating performance on a consistent basis from period to period.  In addition, Adjusted Net Income and Adjusted Return on Equity help us compare our performance to our competitors.  These measures should be considered in addition to, not as a substitute for net income or other financial measure determined in accordance with Accounting Principles Generally Accepted in the United States.  FLY’s definitions may be different than those used by other companies.
 
10
Fly Leasing (NYSE:FLY)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Fly Leasing Charts.
Fly Leasing (NYSE:FLY)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Fly Leasing Charts.